SHIELD: Insurrection
by Waternymph95
Summary: SHEILD gave everything to Clara, Hydra took everything from Bucky. In the aftermath of Hydra's grasp for power they have to find a way to survive. Clara Coulson is only sure of two things; one Bucky isn't the monster he believes he is, and two she really shouldn't have gone into the family business.(Starts in Cap 2 and AOS season 1 will be AU season 2, will contain other Avengers)
1. Prologue

Author's Note: I don't own anything from Marvel. This fanfiction begins in Captain America two and will go into Agents of Shield and hopefully beyond. Spoilers for Captain America the Winter Soldier (obliviously ) and Agents of Shield season one. This has been in the works ever since I saw the premiere of Winter Solider. I love the characters of Bucky and Steve, both in the movies and comics so I hope you enjoy this story. *Little side note, updates may take a little while in-between chapters since I'm in college and I get insane amounts of homework. Please know that I will try to update as quickly as I can and I thank you all in advance for staying with this story.

-SHEILD: Insurrection-

"You either die a hero, or you live long enough to see yourself become the villain." –The Dark Knight

Prologue: Winter Is Coming

He had been an idiot. In the few seconds it took for him to pick up Steve's shield and for the hydra solider to turn his blaster on him, he knew he was a goner. The blue energy exploded out of the rifle and hit the shield straight on. Maybe if he'd had Steve's strength he would have been able to stay on his feet, but as it was he was thrown backwards and out the side of the train that had had a hole blown in it a few seconds ago.

As he was falling he reached out blindly and grabbed onto a handrail that was hanging on the bit of metal that was dangling precariously over the side of a cliff that the train was speeding by.

"Bucky!" He heard Steve scream his name over the roaring wind. Looking up he saw his friend holding out his hand to him.

Bucky reached out and felt Steve's gloves brush his fingertips, and for a moment he though he just might make it. Then the handrail began to give way. He had just enough time to meet his friend's eyes one last time before the handrail broke.

He let out a terrified scream as the freezing wind rushed past him, then he felt a deep cold. Then nothing.

_-I'm with you till the end of the line pall.-_

He hurt. Wait, if he was dead how was he hurting? Slowly Bucky regained consciousness, though his vision remained blurry. He became aware that he was being dragged along the ground by someone holding onto his right arm. From what Bucky could make out of his rescuers, he knew they weren't American. He tried to swing at them with his left arm, but then noticed something disturbing, he couldn't feel his left arm. _What the…?_ Was he tied up?

Bucky glanced down and nearly passed out at the sight of the bloody stump where his left arm should have been. Suddenly his rescuers spoke in a language he didn't understand. He looked up and saw an unsympathetic face leering down at him, a face he'd seen before, a face that looked like a skull bathed in blood. This time he did pass out.

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"Sergeant Barnes." He awoke to see another familiar face. It was the doctor with the glasses that had injected him with liquids that made him feel like his veins were on fire and given him electric shocks before… Steve, yes Steve... had saved him.

That memory and many others were starting to feel blurry. He was losing it all. A schoolyard fight he'd saved Steve from when they were in eighth grade. His smiling kid sister when he'd given her a hug on her twelfth birthday. He could feel himself slowly slipping away, and he didn't know how to stop it.

Out of the corner of his eye he saw a man in a white lab coat give him an injection in his right arm. Bucky felt the effects of the anesthetic and tried to stay awake, but he was already so tired. So tired…

"The procedure had already begun."

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With a jolt he awoke. There was an inferno blazing where his left arm had been. Several men held him down while the doctor with glasses sawed away at his arm.

Bucky let out a pain-filled scream and tried to wrench away, but he was held to tightly.

"Doctor, he's awake." One of the men informed the doctor.

"Then put him back under." The Doctor said offhandedly. "This is very delicate work."

The butt of a rifle collided with Bucky's head and blessed nothingness bled into his consciousness.

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The next time he woke it was to the sound of mechanic gears whirring. He raised his hands to cradle his pounding head when he saw it. Lights gleamed off a metal appendage that reached all the way to the top of his shoulder. What had they done to him?

A doctor he'd never seen before stepped up to his bedside with a clipboard to take down some notes. Without a second thought he lashed out and grabbed the doctor around the throat with his new metal hand.

Several other men rushed forward to pull the doctor away from his grip, too late. The doctor's eyes went wide with pain just before Bucky felt his neck crack and his body fell limp to the ground.

He was jabbed in the shoulder with a needle and suddenly he felt an overwhelming fatigue.

A voice in the back of Bucky's head told him that he would never have done what he just did to that doctor. He had just one question. Who the hell was Bucky?

"You are to be the new fist of Hydra… Put him on ice."

He felt a deep cold. Then nothing.

_-Most of the intelligence community doesn't believe he exists. The ones that do call him the Winter Solider. He's a ghost, you'll never find him.- _

Author's Note: I hope you enjoyed. If you like please review, favorite and follow. I love hearing from readers!


	2. Chapter 1

Author's Note: Again I don't own anything from Marvel.

Chapter One

"Just keep breathing." I huffed out. "Don't trip. Don't trip. Don't trip." This was the mantra I repeated to myself every time I went running. Deep laughing was coming up fast behind me and I turned my head, narrowing my brown eyes.

"On your left." The tall blonde I was currently glaring daggers at said as he passed me.

"Don't start, I got up late!" I yelled at Steve's back and let out a grunt when I tried, unsuccessfully, to quicken my pace.

That was it, my muscles gave one last whine of protest before I collapsed against one of the black posts surrounding the Reflecting Pool between the Washington Monument and the Lincoln Memorial. My long, curly blonde hair had mostly ripped itself out of my pony tail, so I just gave in and pulled the rest free to fall to my waist.

"Don't say it. Don't you say it!" The shout caused me to look up and I saw Steve about to pass an equally exhausted dark skinned man.

"On your left."

"Oh come on!" The man yelled and he pitched forward, catching himself at the last minute by bracing his arms on his knees. He took a deep breath and managed to drag his half dead body to a shady spot under some trees where he finally collapsed on his back.

"Hey man," I gasped before I fell to the ground beside him. "you ok?"

"Yeah, I just need a new set of lungs." He laughed. "Thanks."

"You two need a medic?" Voice that sounded way to cheerful said from above and I looked up to see Steve standing over us.

"You're hilarious." The other man laughed. "Dude you just ran like thirteen miles in half an hour." He threw his hand up, gesturing at the huge circle that went around the Reflecting Pool.

"Well I guess I got a late start." Steve smiled sheepishly.

"Well you should be ashamed of yourself, you should go and take another lap." He glanced down and then back up at the smirking blonde. "Did you just… I'm assuming you just took one."

Steve held out his arms out to both of us, and once he had ahold, he pulled us up with no effort at all.

I brushed myself off and walked up to Steve and glared at him, granted I had to lean my head all the way back to just see his face. He stared down at me with his innocent puppy eyes. I tried to hold my serious expression, but it only lasted a few seconds before I broke into a fit of giggles and punched him on the arm. "One of these days Steve, you're gonna wake up with perm marker on your face."

Steve just grinned and held his hand out to the other man to shake and introduced himself. "Steve Rogers."

"I kinda put that together, Sam Wilson." Sam turned to me. "And who's brave enough to threaten to draw on Captain America?"

I took his hand and shook it. "Clara Coulson."

"Well it's nice to meet you." He gave me a charming smile that had me blushing and suddenly very interested in studying my shoes.

"What unit you with?" Steve asked pointing at Sam's Air Force sweater.

"Fifty-eighth para-rescue, but now I work down at the VA." Sam heaved in another lung-full of air to get his breathing under control. "So… It must have freaked you out," he then explained at seeing Steve's confused expression. "you know, after the whole defrosting thing."

"It takes some getting used to." Steve said with a half-hearted smile. I knew he was still having a hard time with all the changes he'd gone through since he went under in the forties.

"What about you?" Sam asked, suddenly turning his attention on me. "How'd you meet the Captain?"

"I…uh…" My mouth went dry and I couldn't get the words to form properly. Red flowers and a black casket flared up in my vision, a flashback to a funeral nearly two years ago where I first met Steve. I hugged my arms to my chest as grief I hadn't thought about in a while came welling up. With a deep breath I pushed it all back down.

I thanked my lucky stars Steve knew me well enough to see when I was struggling and he stepped in to save me. "Her uncle and I served together for a time, he was a friend and a good man."

A light went off on Sam's face as he picked up on the past tense that Steve used. He glanced my way. "Oh, I'm sorry."

Suddenly beeping came from Steve and he pulled out his phone, "Well, I got to run. Duty calls." He pulled me in for a one armed hug. "I'll see you in a couple of hours, Care-bear."

"Take care of yourself." I said wrapping my arms around his waist.

"Don't I always?"

I quirked my eyebrow and snorted.

"What? That was one time." He was referring to a particular mission where he had gotten hit on the head pretty good and, let's just say that he might not be able to get drunk but the meds they had him on made him stupid dopey. Steve let out a sigh. "Alright I'll be more careful this time." He promised as he let me go and stepped back.

"You better." I gave him another, abet softer, punch on the arm.

Steve clutched his arm in mock pain for a moment before he turned back to our running partner. "Hey Sam, it was nice meeting you." He held out his hand to shake again, which Sam accepted.

"You know, if you ever want to stop by the VA and make me look awesome in front of the girl at the front desk, you just let me know." Sam said with a smirk.

"Thanks for the run, if that's what you want to call it." The grin on Steve's face was unbelievable.

So was the shocked expression on Sam's face. Not many people knew that Captain America was a super solider with a well-developed sense of humor. "Oh is that how it is?"

Steve nodded. "Oh that's how it is."

A sleek black sports car pulled up to the curbside and the driver rolled down the window. "Hey." The beautiful red head inside called out. "Do any of you know where the Smithsonian is? I'm here to pick up a fossil."

Steve hung his head and shook it. "I'm not that old." He mumbled as he approached the car.

"Hi Tasha, try not to break him." I half kidded-half plead with her as Steve climbed in.

Tasha's lips quirked up in the closest thing to a smile that anyone could get out her. "No promises. We'll be back in ten hours." And with that she hit the accelerator and sped off.

A few seconds after the car that held Steve and Natasha went out of sight Sam turned to me with an apologetic expression. "Look, I'm really sorry if I brought up anything that was painful for you."

"It's okay." I looked down at my hands and took a deep breath. "My uncle died believing in something greater than himself. It's what kept me going and continuing his work after he was gone."

"What did he believe in?" Sam asked.

I raised my eyes to him and smiled, "In heroes."

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On a building nearly half a mile away the Winter Solider crouched with his sniper rifle at the ready. He listened intently to his target's conversation though his audio enhancers. "Orders?"

"Fallback." A coarse voice replied over his radio. "The girl knows nothing."


	3. Chapter 2

Author's note: Again I don't own anything from Marvel. In case it's not really clear, Clara and Steve are really good friends, but they aren't anything more than that. Read, review, comment, enjoy .

Chapter Two

I was about to put my keys in the door to my apartment when a voice called down the hallway. "Hey Clara."

I let out a yelp and whirled around, only to see my next door neighbor standing in the hallway with a basket full of dirty clothes. "I'm sorry Kate." I pressed my hand to my chest to calm my heart rate and breathing.

"No, no it's fine. I know I don't make much noise when I walk." She said tossing her phone into the basket. "My aunt," she explained, "she's a _bit _of an insomniac. Likes to call at all hours."

I laughed, "I know the feeling, my friends' FitzSimmons are the same way. Calling me at all hours."

"Evening ladies." Another voice said from the stair well.

Given the lateness of the hour and the fact that we weren't expecting anyone to come waltzing in, our surprise was understandable. I screeched at the same time Kate yelled, "What the?" and tossed her basket at the intruder. Unfortunately the intruder happened to be an exhausted Steve.

His reflexes were astounding. He actually caught the basket before it collided with his face. However, Steve got a little too close of a view of some of Kate's unmentionables and his face turned beet red. I'm sure he didn't mean to do it, but he hastily tossed the basket away from him, thus spilling the contents all over our apartment's hallway.

"Kate, oh my, I apologize, I…I didn't mean…" Steve stuttered and dropping to his knees, he proceeded to scoop the scattered clothes back into the basket. When he came across the unmentionables again he jumped to his feet and backed away from the basket with his hands up, like the basket was holding a gun on him.

Kate had to bite her lip to keep from smiling at Steve's antics. She gave me a quick knowing glance, unbeknownst to Steve.

It wasn't a hidden fact, at least to me, that Steve had a major crush on Kate. He may be a super solider with multitudes of women chasing after him, but when it came to interacting with a woman he actually fancied, he wasn't any more sophisticated than an awkward teen boy. He really didn't know how to talk to women. It was kind of adorable.

"No worries Steve." Kate said picking up the remains of her clothes.

"Kate if you want, I mean." He stumbled nearly falling into his door. He glanced at me for help and I nodded in encouragement. He had been practicing this maneuver to ask Kate out for days. "If you want you can use my machine. It's the least I can do after dirtying them up on the floor. And it's got to be cheaper than using the downstairs one."

Kate was full blown grinning. "Oh really, and what's it cost?" She asked coyly.

Steve's confidence visibly boosted at the fact that she hadn't outright rejected him. "A cup of coffee."

"Um, well that sounds enticing, but I've already got a load running in the washer down there." Kate looked down at the clothes in her basket and scrunched up her face. "And you really don't want my scrubs in your machine. I just finished a round in the infectious diseases unit."

Steve's confidence deflated like a balloon and he turned to his door, fumbling with his keys. "Well, I'll keep my distance."

Kate hastily caught his arm, turning him to face her. She gave him her best smile. "Hopefully not too far." She let him go and turned to leave, but paused and added as an after-thought. "Oh, and I think you left your stereo on."

Steve's smile was strained when he replied. "Thanks, and goodnight."

She nodded and smiled before disappearing down the stairs.

The instant she was out of sight Steve's smile dropped from his face and he whirled towards his door with a troubled expression. He pressed his ear to the door and his frown deepened.

"What's wrong?" I whispered.

"Do you have a gun?" He whispered back. I shook my head. "What about in your apartment?"

"You know I don't." Just because I worked for SHEILD didn't mean I had a gun. I'm not exactly a pacifist, but I protected, I didn't harm. "What's wrong?" I repeated my question.

"I distinctly remember turning my stereo off this morning. Here, take this." He took off his shield from his back and handed it to me and unlocked his door. His shield was heavy and a little big for me, but I slipped on my arm none the less. When the Cap gave an order you followed it.

"I'll go in through the window, after thirty seconds you enter through the door. Someone's in there that shouldn't be. Keep the shield at chest level." He said as he pushed open a window and climbed out.

In my head I counted to thirty and opened the door. I cringed as it creaked on its hinges. Once I was in I closed it behind me and locked it, sure didn't want any more uninvited guests. I crept along the wall that separated the hallway from the living room where the music was coming from, careful to too keep Steve's shield in front of me.

"I don't remember giving you a key." I hear Steve say from down the hall.

"You really think I'd need one?" A deep throated voice came from around the corner.

I knew that voice. My suspicions about the intruder were confirmed when I came around the corner and saw Steve giving a really peeved glare to the Director of Shield, and my legal guardian for the moment.

"Nick?" I hissed, lowering the shield. "What are you doing here?"

Fury raised his eyebrows, surprised to see me here, and sat up a little straighter in the love seat he was currently sprawled out on. "My wife kicked me out." He said deadpanned.

"I didn't know you were married, Fury." Steve replied, not buying it. He flipped on the light switch.

Steve and I let out a collective gasp when the lamp next to the love seat illuminated Fury. His face was covered in fresh bruises and cuts and his cradled his left arm to his chest like it was broken. Fury winced at the sudden burst of light reached up to the lamp on the side table to turn it off again. He held up his hand to halt anything we were about to say.

He quickly took out his pone and typed something in and turned the screen in his hand so we both could see. _Ears everywhere._ "I'm sorry to have to this but I had no place else to crash."

Whatever was happening, there was someone listening.

Fury began typing on his phone again and turned it around. _Shield Compromised._ With those two words my blood ran cold. SHEILD was infallible. How could it be compromised?

Steve's jaw clenched as he read Fury's message. "Who else knows about your wife?" His real meaning was who else knew about the breach in SHEILD.

Fury again typed into his phone. _Us three._ "Just… my friends." He said standing.

"Is that what we are?" Steve asked.

"Well that's up to you." Fury responded.

No sooner had Fury finished speaking, than several explosions rocketed through the apartment. The explosions were bullets tearing through the walls and into Fury's chest. His screams were cut short and he fell to the ground clutching his chest. A stray bullet ricocheted off Steve's shield, which I was still holding, and it sent me flying back a good five feet. My head bounced off the wooden floor boards with a painful crack.

My vision blurred, and through it I saw Fury trying to staunch the blood flow from the multiple holes in his chest. "Nick!" I groaned and crawled my way to where he was lying on the floor and in the process I shed Steve's shield from my arm. My basic training kicked in and I kept low to the floor to avoid any further bullets.

"Nick! Stay with me!" I shouted while pressing my hands to his wounds. Over the chaos of the situation I was aware of Steve kneeling over us.

Fury reached up to Steve and grabbing his hand he placed something small and silver in it. "Don't…" He gasped for breath, "trust anyone."

Loud banging from the front door echoed down the hallway and into the living room. It only took a few more hits before whoever was trying to break into the apartment kicked in the door. Steve quickly picked up his shield where I had discarded it and armed himself.

The muzzle of a hand gun was the first thing we saw of the intruder, then an arm, followed by the rest of the intruder in the form of Kate. "Captain Rogers. I'm Agent Thirteen, SHEILD special service."

"Kate?!" Steve spoke sofly, in shock.

Gone was the light hearted nurse. "I was assigned to protect you and Clara."

"By whose orders?!" Steve demanded.

Kate… Agent Thirteen came the rest of the way into the room, her face falling as she took in Fury on the floor. "His."

She knelt down to check Fury's pulse, which by some miracle was still beating. Kate reached into her scrubs and pulled out a radio. "Foxtrot is down. He's unresponsive, I need EMT's."

"Do we have a twenty on the shooter?" Came a voice from the other end.

A glint, like light shining off of metal, caught my eye and I looked up just in time to see a man on the building across the street take off running.

"Tell them I'm in pursuit." Steve said and he took off at a full run at the window and threw himself out and through the window of the next building over.

"Clara." Fury gasped, startling Kate and I.

"I'm here." I grabbed his hand.

"You have to find… you have to tell Co…" He coughed up blood and took in another ragged breath.

"Find who Nick?"

"Cou…" His eyes fluttered shut and his hand dropped out of mine.

"No, no! You stay awake." I screamed and shook him, but he wouldn't wake up.

I heard sirens approaching from outside and footsteps pounding up the steps. Someone bodily picked me up and moved me away from Nick as several men placed him on a stretcher and carried him out of the room.

It took me a moment to realize that several minutes had passed since Nick had been taken out of the room.

"Clara," said a soft voice accompanied by a gentle hand on my shoulder. A weary Kate was standing over me and offering me her hand to help me up from the floor where I was still kneeling.

Once I was on my feet again she re-holstered her gun. "They're taking him to the hospital. Do you want me to drive you?"

It registered in my mind that she had asked a question, but I couldn't stop looking at the fresh bloodstain on the floor.

"Clara?" Kate asked.

I jumped at the sound of her voice and nodded mutely. Gently she took me by the shoulders and led me out, closing the door and locking Steve's apartment, an apartment where someone's war had just spilled into.


	4. Chapter 3

Author's Note: Again I own nothing except my OC, all rights to Marvel. If you like please review, comment, favorite and follow. Again, whenever I hear from readers it brightens my day. I'm going to delve a little more into Clara's backstory, especially with Coulson and Fury, in this chapter.

Chapter Three

No matter how many times you lose someone you care about, it never gets any easier. The hard part is the waiting. The pacing back and forth for hours, waiting to hear from the doctors about whether you're about to lose someone you care about, again. The movies never show that.

For the first hour I couldn't stay still, not while Fury was fighting for his life just a few rooms over. Kate stayed with me as long as she could just sitting in a chair, watching me walk from the coffee machine and back. Eventually she had to go, debriefing she said, and I was alone.

Every time the door opened to the emergency care unit where they had Fury, I imagined it was the doctor coming to tell me Fury would be okay.

Finally a door opened, this time to the outside and Steve walked through. He was tired and winded, but he didn't stop for a rest before he came up to me and wrapped me in a hug. He didn't say anything, we just comforted each other.

The door to the emergency unit opened and a doctor came through, but not with the news I wanted to hear. "You two should get in here." He said, he was covered in blood and his expression was one of someone ready to give up. "There isn't much time."

Agent Hill, Fury's second command, was already in the room, as were Agent Rumlow and Sitwell who lingered in the back while they observed the doctors operating on Fury. From the frantic gestures of the nurses and the erratic beeping of the machinery, I could tell it wasn't going well.

Steve and I were only in the room for a few seconds before the doors behind us burst open and Natasha ran through and right up the window. "The assailant?" She asked, never taking her eyes off Fury.

Steve answered her. "He was fast, strong…" he paused, "had a metal arm."

That seemed to spark something in Natasha. "Ballistics?"

Hill braced her arms on the sill of the observation window. "Twenty caliber slug, rifling untraceable."

"Soviet make." Natasha said, it wasn't a question.

"Yeah…" Hill answered. However the question of how Natasha knew that died on Hill's lips when the screen monitoring Fury's heart rate suddenly flat lined.

I gasped and slapped my hand over my mouth to keep from screaming as the doctors and nurses pulled their hands away while one doctor readied the paddles to try and shock Fury's heart back into working.

"Come on Nick," Natasha whispered, tears pooling in her eyes. "Don't do this."

Natasha was always so tough and strong that seeing her so near crying now was heartbreaking. I took her hand was almost as surprised that she didn't pull away as I was by the fact she gave my hand a comforting squeeze in return.

The doctor's shocked Fury's heart, repeatedly, trying over and over. Finally the doctor with the paddles set them down and felt Fury's neck for a pulse on last time, shaking his head when he found none.

"He called it." Hill said.

I squeezed my eyes shut and hid my face in Steve's shoulder. He put his arms around my shoulders and guided me out of the room with Natasha trailing behind us.

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The morgue was freezing. They had Fury on a metal table completely covered in a white cloth except for his face. Natasha and I stood side by side holding hands at the gurney while Steve and Hill stayed a little farther back.

It was hard for them but neither of them had as great of a connection to Fury that Natasha and I did. Fury has basically saved both of us when we had faced dark times in our lives. Tasha had been hardly a few years older than me when she left the KGB. She was bloodstained, both physically and figuratively, she was lost and on the brink of ending herself when Hawkeye delivered her to Fury. He gave her a mission, trade in the KGB for SHIELD, go on the straight and narrow to make up for all the things she did. She owed Fury for giving her a chance when everyone else wanted to put her down.

And me. After my Uncle Phil died I was placed in the foster system. It wasn't a good place to be alone, and in the foster system you're always alone. Phil had been the only one who understood me. I was a hacker by nature, and Phil had given me a constructive outlet to use my talents by helping out on the occasional mission. And as soon as he was gone it was bye bye computes and I was thrust into one home after the other. I did some bad things, first small, like hacking someone's bank account then, for the thrill of it, I messed around with Hubble Telescope's operating systems. The last straw was when I hacked into one of SHIELD's databases to look up info on Phil's death. Suddenly I was on SHIELD's radar in a bad way. I wasn't just a girl who lost her last family member, I was a threat now. It's not every day that someone breaks through SHIELD's defenses in less than a minute. There were many calling for my arrest and lockup. However, Fury had convinced the higher ups that I could become an asset and that I should be given a chance. He had even taken personal responsibility for me by becoming my legal guardian. He had given me a stable home and a place where my talents could be used to help.

And now he was gone.

"We have to take him soon." Hill called out from the back of the room, but it might as well have been from across an ocean for as much as Natasha and I paid attention to her.

When neither of us moved, Steve came up behind us. "Natasha, Clara."

Natasha nodded faintly and placed her hand on Fury's forehead in a farewell. Then she turned on her heel and stormed out, followed shortly by Steve.

I didn't know what to do. My eyes went back and forth between the door, Hill, and Fury.

"It's okay," Hill approached me and put her arm on my shoulder, "We'll take care of him."

Tears were forming in my eyes again, "Thank you." I said before heading out the door.

Once I was outside I saw Steve running to catch up with Natasha. "Natasha!" He shouted, but she whirled on him before he could say anything more.

"What was Fury doing on your apartment?" She demanded.

He glanced back at me just as I caught up, silently asking me how much he should tell her. I looked around at all the people and potential listeners. If SHEILD really was compromised, this wasn't the place to have this conversation. I shook my head almost imperceptibly at Steve but he got the message.

Steve turned his eyes back to Natasha and shrugged his shoulders, "I don't know."

"Cap!" A deep male voice boomed from down the hall. Rumlow was walking up to the three of us. "Cap, command wants you and Clara back at headquarters."

Steve wrapped his arm protectively around my shoulders and pulled me closer, clearly unsure of who he could trust at the moment. "We'll be there in a minute." And he looked to Natasha.

"They want you now!" Rumlow snapped in a tone that no one had ever dared use to Steve, especially a subordinate.

Steve, completely shocked at Rumlow's outburst, nearly snared his reply, "Alright."

Natasha, who had been watching this exchange very closely leaned in close when Rumlow was out of earshot. "You know, you two are terrible liars." And she strode away.

When I took another look around the hall, something caught my eye. "Quick, give me the flash drive." I whispered to Steve, he told me earlier what it was Fury had given him.

"What are you doing?" He asked as he handed it to me.

"Trust me." I slipped out from under his arm and walked to where a maintenance man was refilling a snack machine, and when he wasn't looking I slipped the flash drive behind a row of bubblegum. "Ok," I said, "let's go."

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No sooner had Steve and I gotten back to the Triskelion than Secretary Peirce had summoned me to his office. The high ranking SHIELD official, as always in a crisp clean suit, offered me a seat when I first came in which I declined. Truthfully, I had never like the man. Something about him had always seemed a bit off to me. Never the less I tolerated Peirce because for some reason Fury trusted him. Now with the warning Fury had given Steve and I, I couldn't help but wonder if I was stepping into lion's den.

"What can I do for you Mr. Secretary?" I said in the tight, all business tone I used when speaking to higher ranking agents.

"Please, please call me Alexander." Peirce spoke with warmth in his voice. As he continued speaking he got up from his desk and walked around until he was half leaning, half sitting on the edge. "With your connection to Nick it's almost like your part of the family."

"With all due respect sir, Director Fury is dead. If there's a lead on the assailant, I would like to get started right away." The last thing I wanted to discuss with the secretary was personal matters.

"You know Clara," Peirce continued like I hadn't even spoken. "When your uncle Agent Coulson took you in after you parents died; good agents, both of them; he made Fury promise that if anything happened to him…"

"Sir, please." I pleaded with him not to go down this road. My parents died on a mission scouting a rogue SHIELD outpost. I hadn't even known they worked for SHIELD until my uncle had delivered the news that they had been killed in action.

"Agent Coulson made Fury promise that he would take care of you. And he did." Peirce hung his head and took in a deep breath like he had a huge weight on his chest. "Now that Fury is gone, I feel I have the same responsibility to you. If there's anything you need, you let me know."

"Do you mean that?" I asked.

"Of course."

"Then sir, what I know I don't need is someone to take care of me. I'm almost eighteen, I can take of myself. In the meantime I could do with some answers. Like how someone could have intel on the whereabouts of the director, as that is supposed to be classified information. And how the assailant was able to outrun and elude Captain Rogers of all people."

"What were you doing in Captain Roger's apartment?" Pierce suddenly cut in, much of the warmth that had been present in his voice giving way to suspicion.

I tried to keep my voice even as I answered. "He's my next door neighbor. We got home about the same time and found an intruder in his apartment. He went in to check it out and I was his backup."

"And it was Fury that you found in his apartment." It was a statement, not a question. "Do you know why Fury was there, did he say anything?"

I shook my head. "No sir."

_Don't trust anyone._ A chill went down my spine as I realized that only someone who was at the same security level as Peirce could know the whereabouts of Fury and have the means to take him out. I crossed my arms over my chest to hide the fact that my hands had started to visibly shake. Never the less, I was never good at hiding my emotions, and my fear and anxiety must have clearly shown on my face.

Peirce narrowed his eyes and stood up from where he was leaning on his desk and began to walk towards me. With each he took towards me my panic increased and it required all my will power to keep from sprinting out the room. Once he was close enough he took my shoulders in his hands and looked me in the eyes. "I'm sorry, this must be extremely hard for you." He said mistaking my fear for grief. I nearly gasped in relief. "If you want to continue talking about this later, just know my office is always open, well… expect for when I have to be in meetings with the other tedious secretaries." His mouth crinkled into a smile reminiscent of the kind of smile you might see on an old grandpa, which made the fact that he might have had something to do with Fury's death all the more horrifying.

"Thank you sir." I barely managed to smile in return before I all but ran from the room and slammed the door behind me.

On the other side was a fully uniformed Steve waiting patiently. Before he had registered that is was me coming through the door his face betrayed no emotion, only the calmness of a well-trained soldier awaiting his turn for questioning. However, as soon as he saw me his expression melted into one of worry and sympathy as he, without waiting for me to say anything, scooping me into a hug.

"Are you ok?" He mumbled into my hair.

"Not really." I shook my head.

"What happened?"

"He brought up my parents."

He stiffened. "Oh, do you need to talk about it."

It wasn't easy, but I wiggled out of his embrace and took a step back. Some tears had escaped unto my cheeks and I quickly brushed them away. "No, I'm fine. Mr. Peirce is waiting for you, you should probably get in there." Steve seemed to think for a moment, like he was going to disregard the Secretary's orders that Steve see him next, which given the circumstances I wouldn't be to surprised if Steve did just that. "Steve, _really_, I'll be fine."

Steve placed his hand on my shoulder in a comforting gesture, "Ok, but I'm coming to see you right after."

"I'll try to survive until then." Steve started to move towards the door, but I caught his hand where it was still on my shoulder and halted him before he could reach for the door knob. "Steve, something's not right with Pierce. I don't trust him. Take care of yourself."

"Don't I always?" He said with a halfhearted smile and he walked through Pierce's door and closed it behind him.

For some silly reason I felt like I was getting shut out, like I was suddenly alone. That _was _silly, I shook off the feeling and made my way to my work station. There was work to be done.

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-Two Days Later-

Steve never came to see me after his meeting with Peirce. He had sent me a brief message not to worry before he dropped off the radar and completely disappeared. I had a feeling the upper level agents knew about what had happened, but no one was speaking, at least not to me. I tried to dig up any info I could, but all my searches hit dead ends, whatever this was it went deep.

To distract myself I buried myself in any intel that turned up about Fury's killer (which was nothing). In addition Simmons had just sent me a digital sample of an unknown substance she wanted identified but kept off the books for now. At the moment I was glad that this little distraction she had sent was kicking my butt.

"Clara." A feminine voice called from the entrance to my office. Agent Fisher was standing in the doorway with troubled expression on her face. She was another level six agent, like me, though she was a field agent and I was a specialist. My first official operation as an agent was to give Fisher's team tactical and technical support. Since then we'd become friends of a sort.

She came all the way into the room and perched on the back of the extra chair I kept in the back. I noticed that she had on her full field uniform, like the one Natasha wore on missions. I'd bet she just got back from a mission herself. "What are you computer geeks doing to the communication systems?" She was not happy.

"I'm not doing anything to any systems." I held up my hands in defense.

"Well someone is and it's messing with communications between us and our teams still on the ground."

"Close the door, I'm going to check something out." I ordered and began to type into my computer.

Once Fisher had closed and locked my door she came back and braced her forearms on the back of my chair so she could watch me work from over my shoulder. "What are you doing?"

"I'm illegally hacking into SHEILD's communication mainframe. With everything that's happing this can't be a coincidence." I said offhandedly.

By now Fisher was used to my unusual tactics, so she didn't even try to stop me. "You'll get in trouble if you get caught."

"If," that was the operative word, "if I get caught. Hmm" Once I accessed the communication mainframe my screen was over taken by strings and strings of numbers covering very channel of communication. "This is impossible." I mumbled.

Fisher squinted at the screen, clearly as baffled as I was. "What is it?"

I typed in some commands to hopefully decode whatever we were seeing. "It's some kind of symantic encoding, I just need to find the mnemonic key to decode the message. It's blanketing every SHIELD communication outlet. When did you first start to detect this inference?"

"Around twenty-three hundred hours two nights ago." She answered.

A small gasp escaped my lips. "The same time Fury was pronounce dead."

"Look." Fisher tapped on my computer's screen, bringing me back to reality. "Whatever you did, it's working."

She was right. The numbers began to clump together and fall out of the string pattern to form letters. My elation was short lived as with each letter that popped into the sequence my heart filled with just that much more dread.

The final message, the one that was being sent out to every SHIELD agent on the planet at this very moment, was earthshattering.

_Out of the dark into the light_

_Hail Hydra_

"My God." I breathed out as I read those works. Fury was right, he was always right.

"Shit." Fisher growled out as she drew her gun and took up position by the door. "Can you trace the origin?"

I nodded numbly. "I think so, just give me a moment." My tone was pleasant, like this was any other day at the office. I knew I was going into shock. It was a funny feeling, to feel yourself lose control of your reactions a watch as the rest of the world seemed more and more like a movie being watched from afar.

My cell ringed in my pocket and withdrawing it, I answered. "This is Agent Coulson."

"Clara is that you?" The voice of Jemma Simmons, the last person I expected to hear from at this moment, spoke from the other end.

"Jemma!" This jolted my back to reality and I practically jumped out of my seat, thus knocking over my chair. Tears of stress, grief, anger, betrayal, you name it I felt it, sprung into my eyes. "What's happening?" I couldn't help the waver that crept into my voice.

"Thank God you're still alive. Where are you?" she asked, sounding equally shaken.

"The triskelion."

Jemma practically yelled her response. "You have to get out of there right now. Don't trust anyone!"

"What's going on?"

"They're everywhere. The academy was attacked," her voice choked up, "Agent Weaver is dead. I've been trying to contact everyone I could, you're the only one I've been able to get through to."

"I'm with Fisher, we'll get out now. Where are you?" I reached for my computer bag, then thought better of it. There were any number of things that SHIELD or Hydra could track.

"I'm at the Hub. I'm with..." There was fear in Jemma's voice was evident, then the call cut out.

I looked at my phone's screen, no, I hadn't accidently hung up on her. "Jemma?" Nothing from the other end. "She's not answering."

"Your call was intercepted." Fisher hissed. "It's time to leave." She pulled out her extra hand gun and shoved it into my hands, not waiting for me to protest.

My computer beeped, the source seeking program was done. I bent over to read the results and my blood ran cold. "The origin, it here's at the triskelion… from Secretary Peirce's office."

I heard the lock on my office door break and the door blew open sending Fisher and I ducking for cover, "You really shouldn't have gone snooping around."

There was no time for me to even turn and confirm that it was Peirce at the door before my office was swarmed with STRIKE team members. The gun was wrenched from my grasp and I was forced to my knees. A battered and bruised Rumlow kicked Fisher's gun out of her hand and punched her to the ground.

Once both Fisher and I were on our knees with our hands firmly held behind our backs Pierce entered the room. Fisher glared daggers at him and tried once more to surge to her feet which only earned her a kick to the gut. She gasped in pain and fell back to the ground.

Pierce took our expressions of betrayal in stride. He just shrugged and spoke the damming words, "Hail Hydra."

Those not holding Fisher and me down clicked their heels together and threw their arms up in a double handed Hitler salute. "Hail Hydra."

Author's Note: Hope you enjoyed. :) Did you catch some of the little Easter eggs? :) Review, comment, don't worry I don't bite.


	5. Chapter 4

Author's Note: As always I don't own anything from Marvel. Just a little side note. This story will be switching points of view from time to time. Clara's point of view will be first person and all other will be third. So far this fan fic has been in Cap 2 but I promise that soon we'll be getting more Agents of SHIELD.

Chapter Four

After God knows how long in darkness the bag that had been shoved over my head was taken off. Next to me was Fisher, who had blood dripping from a crack in her lips, no doubt from her fighting our captors. Right after Pierce had caught Fisher and me at the Triskelion he had immediately transported us. The question was where?

The walls and floor were all cold cement and there wasn't a window in sight which made me feel like we were under ground. It looked like an old bunker than had been transformed into a medical slash torture chamber. A part of the old room had been sectioned off in thick steel bars, like it was a prison, though I couldn't imagine who or what they were trying to hold prisoner.

"Sir, I wouldn't go in there right now." A doctor who I recognized from triskelion's infirmary, a SHIELD traitor, was blocking the entrance to whatever lay on the other side of the bars. "He's unstable."

Pierce glared at the doctor, causing him to shrink away like he feared being hit. "Open it."

"But sir…"

Pierce cut him off. "Open it."

The doctor turned and pressed his thumb to a scanner. After a few clinking sounds the barred door unlatched. Pierce entered, followed closely by Fisher and I. Though we didn't have much of a choice as Rumlow had a tight hold on each of our arms basically dragging us in.

The first thing that caught my eye was a glint, a glint I recognized, like light shining off metal. My eyes locked onto the source. It was an arm, a metal arm, formed to simulate clearly defined muscles. And that arm was attached a man.

I thought I been ready to face Fury's killer. I expected a hardened murder, someone cold and cruel and easy to hate. But this man was nothing I expected.

He was sitting in a chair and he was shirtless, clearly the doctors had been working on the damages to his metal arm. He had a cut across his forehead that was still bleeding a little but the doctors seemed to only be interested in treating the gears and wiring that had been exposed by gashes in the metal plating of his arm.

He just looked so, so freakin lost. Everyone else in the room seemed if not terrified at least wary of him. And yet as Fisher and I entered the room his light blue eyes met mine for a brief moment and I realized he was the most helpless one here.

In addition to the new injury on his forehead he also bore countless other scars on his well-defined chest and torso. He looked exhausted, there were deep dark circles under both his blue eyes and his hair, which was a dark brown, came to just above his shoulders. The cut was jagged, like someone had unceremoniously taken shears and hacked away at hunks here and there.

When Pierce came to stand over him, I swear I saw him shrink a little, "Mission report."

The man in the chair just gazed off into space, clearly attempting to make sense of something.

However, Pierce was having none of it. He savagely backhanded the man. He didn't retaliate, didn't even show that the blow had hurt.

The man turned his head back around to face Pierce but gazed off to the side as if watching a scene play out besides the one happening in the present. "The man on the bridge," He said, his voice was unexpectedly soft. "who was he?"

Pierce grabbed and chair and placed it in front of the man and sat down so they were eye to eye. "You met him on an earlier assignment."

"I knew him." He said sounding far away.

"Your work is a gift to mankind, you've shaped the century. Now I need you to do it, one more time."

My God, what had this guy done?

As Pierce spoke the man mulled this over and it became clear, he didn't remember anything Pierce was talking about.

He shook his head. "But I knew him."

Letting out a sigh Pierce stood and spoke to the doctor. Whatever they said was lost on me as the man raised his eyes to meet mine again, silently asking for help. This man, whoever he is or was, was just being used for a weapon.

"Then wipe him and start over." Pierce ordered.

I couldn't contain myself any longer, "What?!" I shouted.

"Pierce you sick bastard." Fisher added.

"Shut them up." He said with as much interest as one would have ordering takeout.

Rumlow swung me around and pounded his fist into my stomach. I felt one of my ribs crack on impact. My bound hands went to my abdomen as I dropped to the floor and curled in on myself on instinct.

Fisher made a move to intervene but was stopped by Rumlow's drawn gun. "Try anything and she gets it double." And he moved to point the gun at where I was still curled on the floor.

Blackness hovered on the edge of my vision as I tried to get to my feet. I heard buzzing, like the sound a cattle prod would make and I lifted my head in time to see a black helmet apparatus lowered unto the man's head. The second it connected with his skin he let out a blood curling scream.

That was when my arms gave out and the pain in my chest finally put me into a dreamless sleep.

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My hands were no longer tied together. This was my first realization as I came to. I must have passed out. At any other moment I would have laughed at myself and Steve would have joined in. Yeah, self-proclaimed tough girl Clara had fainted like a damsel in distress. Only Steve was missing and for all I knew he could be dead and I, as much as I hated it, I was truly a damsel in distress.

The next thing I realized was that wherever I was I wasn't alone. There were people talking, and they didn't sound happy.

"…can't keep this up." A man, he sounded like the doctor from the triskelion, said. "We've had to perform the wipes more and more often and even then his memories are still bleeding through."

"Hydra won't need him for much longer," Another voice I recognized spoke, Sectary Pierce.

They must be talking about the man with the metal arm. I wanted nothing more than to open my mouth and scream at Pierce's traitorous ass but it seemed I only had use of my ears for the moment.

Pierce continued. "We only need the asset for this next mission then we can dispose of him. Garret is almost fished perfecting the centipede soldiers and then we won't have to rely on outdated technology."

"When you say dispose…" The doctor began to ask, by the tone of his voice he sounded like he didn't want an answer.

"As soon as he is back from the mission, put him down." Peirce answered. Then there was the sound of his and the doctor's footsteps walking away and then a door latching into place.

They were just going to kill him, throw him away! I couldn't believe this was coming from the same man who, not a few days before, had offered to take care of me when Fury had been killed. Then it hit me like a ton of bricks. Peirce controlled the metal armed assassin who had shot Fury. The man had been nothing more than a gun and Pierce had been the one to pull the trigger.

I was angry, no I was furious! Peirce had been Fury's friend and one of SHIELD's leaders and he planned to destroy it all. My eyes snapped open. I was freezing, no wonder since I had just been left on the floor where I had fainted. Lifting myself up I felt my side explode in white hot pain. I may have been mistaken before, I don't think Rumlow cracked my rib, I think he straight up broke it. Fabulous, this was going to make any escape attempt that much harder.

I looked around the room I was being held in. It was the same room that Fisher and I had been in before I passed out, though Fisher was nowhere to be found. What was happening to her?

I let my eyes move from the cold hard cement floor to the thick black bars that blocked off one whole side of the room, though unlike before there didn't seem to be any guards on the other side of the bars. My eyes continued to the stash of medical equipment in the corner of the room opposite where I was being held. Then I came to a large serrated blade lying next to other instruments I won't even try to name on a surgical cart. My eyes flew wide and an involuntary squeak escaped my lips and I heard movement to my left.

My whole body began to tremble and I turned my head towards the source of the sound. There sitting on the same chair that I had seen him before was the man with the metal arm. The only difference was that instead of shirtless he had a black combat jacket on that covered his flesh arm but left his metal one exposed. The dark circles that I had noticed under his eyes were even more pronounced. Gone was the confused man that had looked to me for help. Now he sat at attention, his back ramrod straight awaiting orders. The fact that Pierce and the doctor had been talking about killing him just moments ago didn't seem to have bothered him. What the Hell?

He was staring at me, I saw the gears turning in his head, assessing if I was a threat or not. When he deemed me of no consequence he went to staring straight ahead. We had met perhaps a few hours ago and yet he didn't recognize me. However they had done it, the mental wipe had done its job.

Then I noticed he wasn't even tied down. Looking at his build topped with his bionic arm there was no doubt he could pry apart the bars or even rip the door from its hinges if he wanted. No one here was even the slightest bit concerned that he might try to run? Brainwashing. That had to be the reason he wasn't trying to claw his way out.

"Hello?" I spoke softly while using the wall as a brace to help me to my feet. I sucked in a deep breath when the movement jarred my broken rib. Big mistake. The deep breath only made the pain worse. _Stop, Clara focus._

If the man heard me speak or my gasp of pain he ignored it. I walked slowly over to his side of the room, but I was careful to keep my distance. My feet stopped when I was straight across from him. Now that I had a full view of him I saw that the doctors hadn't even bothers to bandage the cut on his forehead. But I guess if they figured they were just going to kill him then they saw no need to fix him up. God, I didn't see how anyone, even Hydra, could treat another human this way.

"Hi… I'm Clara." I spoke again. This time he raised his eyes and looked at me. I took that as encouragement to keep speaking. "What's yours?" He narrowed his eyes like he didn't understand. "Your name?"

"I have no name." His voice was monotone and dead. He lowered his eyes back to the floor clearly done with the conversation.

I noticed that his forehead had stopped bleeding but it already bore the telltale redness of an infection. "Does that hurt?" I asked. His eyes shot back up to meet mine and he cocked his head to the side like he didn't understand. I couldn't help but wonder if this was the first time anyone had ever asked him if something had hurt. I raised my own hand up to my forehead and touched the spot that mirrored where his injury was. "Your forehead, does it hurt?" He shook his head.

Backing up I reached for the medical supplies that were lying around. He quickly stood and tensed. The gears in his bionic arm made a metallic squealing noise when his clenched his fists. "It's okay." I said calmly while raising my hands in the placating gesture you would use with a startled horse. "I'm just reaching for the bandages. Will you let me take care of that before it gets infected?" There was a bottle of alcohol and a roll of white bandages laying on the table and while I picked then up I avoided looking at that crueler instruments scattered on the table with them.

With the alcohol and bandages in hand I inched my way back over to the man. He was still standing and when I came to a stop about five feet from him I saw that he was as tall as if not taller than Steve. "Could you sit back down for me, please?" I asked because there was no way I could treat him if he was standing. The man looked at me with what was clearly distrust but he nodded almost imperceptibly and lowered himself back into his chair.

I ripped off a bit of the bandage and doused it in the alcohol. "This may sting a bit." I warned and pressed it to his cut. He didn't even flinch.

Once the cut was clean I measured off how much was needed of the bandage. "Damn, I forgot tape." I mumbled and made to walk back to the medical table when suddenly cold metal clamped down on my arms.

The man had moved so fast that I hadn't seen his arm until his metal hand was wrapped around my wrist. He could easily crush all the bones in my hand but for the moment he just held on tight enough so I wouldn't move.

"Stop." He said quietly. "I hear them coming."

He could _hear _them? I only heard the faint humming of the equipment scattered around the room. "How can you…"

He cut me off by shooting out of his seat. The whole time I had been treating him he hadn't made eye contact with me at all, but now he was looking down at me with what could almost be desperation. "No time, you can't be seen helping me." He furrowed his eyebrows like he was thinking really hard, searching for something. He opened his mouth a few times but nothing came out. Finally he added, almost as a whisper, so quiet that I may have been imagining things. "Bucky?"

He released my wrist and jerked his head towards the other side of the room. I hurried back to the corner where I had been lying and sat with my knees drawn up to my chest.

Five men, Rumlow one of them, all in black combat gear appeared on the other side of the bars. One of them unlocked the door and Rumlow entered. He didn't even spare me a glance as he strode and grabbed the man by the arm and without a word led him out of the room and locked the door behind them.

I hoped that the man… was Bucky his name? ... Would find some way to not come back here after whatever mission he was going on. If he did he'd only be killed.

Bucky. Where had I heard that before?

Bucky, Bucky. It sounded familiar. Steve had a friend who I thought was named Bucky. Yes that was it, Bucky Barnes. But he was dead. Right? Steve had had tears in his eyes even after all this time when he brought up the ill-fated mission that had sent his best friend over a cliff.

He had shown me a picture once, it had been in black and white and faded with age. It had shown Steve before the super soldier serum, all short and scrawny, standing next to Bucky in his new military uniform and regulation short haircut. It had been taken a few days before Bucky had been shipped over to Europe to fight in World War Two. Bucky had his eyes squeezed shut and nearly doubled over in laughter. He had his arm around the shoulders of Steve who held his balled fists up in a mock fighting position with a grin plastered all over his face.

Was this broken man the same Bucky? The same Bucky that Steve described as a notorious prankster and joker as well as charmer. The same man Steve had playfully called "The Jerk" in stories from his childhood.

What happened to him?


End file.
